OK Bar Business Organizations 2

Question 1

Under the Oklahoma Revised Uniform Partnership Act, what is the default rule for sharing profits among general partners when the agreement is silent?

Accepted Answer

Profits are divided equally among all partners regardless of contribution

Answer

Under RUPA as adopted in Oklahoma, partners share profits equally by default unless their partnership agreement expressly provides for a different allocation.

Question 2

A limited partner in an Oklahoma limited partnership risks losing limited liability protection if the limited partner:

Accepted Answer

Participates in the control and management of the partnership business

Answer

Under the control rule, a limited partner who participates in the control of the business may become personally liable to third parties who reasonably believed the limited partner was a general partner.

Question 3

Under the Oklahoma Limited Liability Company Act, a member's personal liability for LLC debts and obligations is generally:

Accepted Answer

Limited — members are not personally liable for LLC obligations solely by reason of membership

Answer

Oklahoma LLC Act protects members from personal liability for LLC obligations solely by reason of being a member, which is one of the primary advantages of the LLC form.

Question 4

An LLC that has not elected to be taxed as a corporation will be taxed by default as:

Accepted Answer

A sole proprietorship (if single-member) or partnership (if multi-member) under check-the-box rules

Answer

Under IRS check-the-box regulations, a single-member LLC is disregarded for tax purposes and a multi-member LLC is taxed as a partnership by default.

Question 5

Under the Oklahoma Revised Uniform Partnership Act, a partner who wrongfully dissociates from a partnership is:

Accepted Answer

Liable to the partnership for damages caused by the wrongful dissociation

Answer

RUPA imposes liability for damages on a partner who wrongfully dissociates, because wrongful dissociation breaches the partnership agreement and harms the remaining partners.

(OK Bar) Oklahoma Bar Exam Practice Test

(OK Bar) Oklahoma Bar Exam Practice Test

OK Bar Business Organizations 2